InfuSystem Holdings, Inc — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InfuSystem Holdings, Inc (INFU)
CIK: 0001337013
Period of Report: 2011-02-08

Reporting Person: GREAT POINT PARTNERS LLC (10% Owner)
Reporting Person: JAY JEFFREY R (10% Owner)
Reporting Person: KROIN DAVID (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Common Stock	S	110252	$2.75	Disposed	1874290	Indirect
2011-02-08	Common Stock	S	115000	$2.75	Disposed	1955000	Indirect
2011-02-08	Common Stock	S	24748	$2.75	Disposed	420710	Indirect
2011-02-10	Common Stock	S	1874290	$2.2269	Disposed	0	Indirect
2011-02-10	Common Stock	S	1955000	$2.2269	Disposed	0	Indirect
2011-02-10	Common Stock	S	420710	$2.2269	Disposed	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$		Warrant (899999.64)	899999.64	Indirect
Option (right to buy)	$		Warrant (766666.36)	766666.36	Indirect
Option (right to buy)	$6.25	2011-04-11	Common Stock (899999.64)	899999.64	Indirect
Option (right to buy)	$6.25	2011-04-11	Common Stock (766666.36)	766666.36	Indirect

Footnotes

F1: Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BMVF. Each of Dr. Jeffrey R. Jay, M.D. (Dr. "Jay"), as senior managing member of Great Point, and Mr. David Kroin ("Mr. Kroin"), as special managing member of Great Point, has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares and options held by BMVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.

F2: Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BOVF. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares and options held by BOVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.

F3: Great Point is the investment manager of Biomedical Institutional Value Fund, L.P. ("BIVF") and by virtue of such status may be deemed to be the beneficial owner of the shares and options held by BIVF. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the shares held by BIVF and may be deemed to be the beneficial owner of the shares [and options] held by BIVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares and options held by BIVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities.

F4: $.0000006.

F5: On October 15, 2007, BMVF was assigned options to acquire warrants to purchase 899,999.64 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire such warrants pursuant to an Option Agreement, dated as of October 12, 2007 (the "FTN Option Agreement"), by and between Great Point and FTN Midwest Securities Corp. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days.

F6: Not applicable.

F7: On October 15, 2007, BOVF was assigned options to acquire warrants to purchase 766,666.36 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire warrants pursuant to the FTN Option Agreement. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days.

F8: The exercise price of the warrants is subject to adjustment for dividends with respect to, or subdivisions, combinations, reclassifications of, the Issuer's common stock.

F9: Exercisable immediately.